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Terms And Conditions

THIS AGREEMENT STARTS WHEN YOU CLICK "AGREE"

BY CLICKING “AGREE” YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE LETFLO TENANCY DOCUMENTARY COMPILATION SYSTEM AND (IF APPLICABLE) THE LETFLO TENANCY BUILDER. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU WARRANT, REPRESENT AND UNDERTAKE THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND THAT THAT ENTITY HAS FULL CAPACITY AND AUTHORITY TO ENTER INTO AND TO PERFORM THIS AGREEMENT WHICH WILL CONSTITUTE THAT ENTITY’S LEGAL, VALID AND BINDING OBLIGATIONS.

BACKGROUND:

B. The Tenancy Documentary Compilation System is available to customers on the terms and subject to the conditions set out in this Agreement.

C. The Tenancy Builder with the Propertymark Templates (as defined below) pre-loaded is only available to valid members of Propertymark or organisations that are validly Propertymark Protected (both as defined below) on the terms and subject to the conditions set out in this Agreement.

Now it is hereby agreed as follows:

1. Definitions

In this Agreement the following words and expressions have the meanings set out below:

Agent:

A person who works for the Customer who has been granted access by the Customer or by a different Agent to obtain access to the Agent Portal.

Agent Portal:

An online portal that allows the Customer and its Agents to: (i) add a Tenancy; (ii) add Documents to a Tenancy; (iii) create a Tenancy Information Pack in respect of a Tenancy; and (iv) send any such Tenancy Information Pack to a third party through the Communication Platform.

Chargeable Tenancy:

A Tenancy for which a Tenancy Information Pack has been created by an Agent.

Communication Platform:

An online system that allows the Customer to send Tenancy Information Packs to third parties by email.

Documents:

Electronic documents (including images) relating to a Tenancy including (amongst other documents) an energy performance certificate and other documents that may be required from time to time by the relevant legislation and/or regulations.

Personal Data:

The meaning set out in Section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, of which the Customer is the data controller and in relation to which the Supplier is providing Services under this Agreement.

Property:

A residential property in England that is subject to an assured shorthold tenancy.

Propertymark:

Any Propertymark division.

Propertymark Protected:

Any companies which from time to time comply with Propertymark’s regulatory requirements and are allowed by Propertymark to display the Propertymark Protected logo.

Propertymark Templates:

The forms of assured shorthold tenancy and any deed of guarantee provided by Propertymark for use in the Tenancy Builder.

Services:

The Agent Portal, the Communication Platform and the Tenancy Builder.

Service Expiry Date:

The date on which the Supplier or the Customer terminates this Agreement in accordance with the provisions of clause 3.1

Service Start Date:

The date of this Agreement

Software:

The software products owned or distributed by the Supplier to which the Supplier grants the Customer access as part of the Services, including program documentation (if any), and any program updates provided as part of the Services.

System:

The electronic system for the provision of the Services.

Tenancy:

An electronic record in the System of an assured shorthold tenancy of a Property including (without limitation) details of the tenants of the Property.

Tenancy Builder:

An online portal that allows the Customer (amongst others) to create an assured shorthold tenancy document.

Tenancy Documentary Compilation System:

The Agent Portal and the Communication Platform

Tenancy Information Pack:

An electronic report which is created through the System which compiles the Documents that have been uploaded or imported into the System by a User in respect of a Tenancy.

Term:

The period commencing on (and including) the Service Start Date and (subject to the provisions of clause 3.1) expiring on the Service Expiry Date.

User:

A person who works for the Customer who has been granted access by the Customer or by a different User to obtain access to the Agent Portal.

VAT:

Value added tax as defined in the Value Added Tax Act 1994 and any tax of a similar nature substituted for, or levied in addition to, such value added tax.

Working Day:

A day (other than a Saturday or a Sunday) on which banks are generally open for business in the City of London.

2. Interpretation

2.1 The headings in this Agreement do not affect its interpretation.

2.2 Unless the context otherwise requires:

(a) references to the Supplier and the Customer include their permitted successors and assigns;

(b) references to statutory provisions include those statutory provisions as amended or re-enacted;

(c) references to one gender includes a reference to the other gender;

(d) references to "including" or "includes" shall be deemed to have the words "without limitation" inserted after them; and

(e) references to a clause are references to the numbered paragraphs contained in this Agreement.

2.3 Words in the singular include the plural.

3. Term of Agreement

3.1 This Agreement shall run until the date on which either party provides notice in writing to the other to terminate this Agreement provided that:

(a) any such termination shall be without prejudice to any amounts owed by the Customer pursuant to clause 4.1; and

(b) any notice to terminate by the Customer shall only be valid if sent by email to support@letflo.com

4. Fee

4.1 The price of any Services will be as quoted on the Supplier's website at the time the Customer confirms its order (usually by clicking "Add Credits" or "Yes (purchase credits)"). The Supplier reserves the right to amend the price of any Services from time to time.

4.2 The Supplier shall invoice the Customer monthly in arrears.

4.3 Any fee payable by the Customer shall be paid by direct debit in full and without deduction or set-off save for any set-off required by law within 7 days of issue of the Supplier's invoice.

4.4 For the avoidance of doubt, no fee shall be payable for the use of the Tenancy Builder with Propertymark Templates pre-loaded by members of Propertymark.

5. Services

5.1 The Supplier has agreed to grant and the Customer has agreed to accept a non-exclusive, non-assignable, royalty free, limited right to use the Services for the Customer's internal business operations for the Term and on the terms and subject to the conditions set out in this Agreement including (if applicable but without limitation) the payment of any applicable fee by the Customer.

5.2 The Customer may allow its Agents to use the Services for the purpose set out in clause 5.1 above and is responsible for its Agents' compliance with this Agreement.

5.3 Subject to the provisions of clauses 5.4 to 5.7 (inclusive) and clause 6.1 and to the Customer fully complying with its obligations under this Agreement the Supplier shall use reasonable endeavours to make the System available to the Customer throughout the Term.

5.4 The Supplier shall not be responsible to the Customer for any loss suffered by the Customer in the event that the System is unavailable to the Customer at any time or times during the Term due to any reason which is beyond the reasonable control of the Supplier including, without limitation:

(a) defects of the Customer's equipment and/or software other than the System;

(b) an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the Supplier; and

(c) non-supply by any third party upon whom the System, the Customer or the Supplier relies.

5.5 The Supplier is only responsible for making the System available to the Customer on the terms of this Agreement and is not responsible for the participation of the Customer or any other party in the System.

5.6 In the event that any fee payable by the Customer in accordance with the terms of this Agreement is unpaid the Supplier may suspend any one or more of the following functions of the System: (i) access to the Agent Portal; and/or (ii) the functioning of the Communications System and in the event of any such suspension the Customer indemnifies the Supplier for any loss, claims, actions or proceedings that may be brought against the Supplier (whether by the Customer or by any other party) arising by reason of such suspension. Any such suspension does not excuse the Customer from its obligation to pay any fee pursuant to this Agreement.

5.7 The Customer acknowledges that the System may be temporarily unavailable from time to time due to work that is carried out by the Supplier (or those authorised by the Supplier) to maintain and/or to upgrade the System. Except in the case of emergency including (without limitation) a material failure of the System or any functionality of the System the Supplier shall use its reasonable endeavours to ensure that such works do not render the System unavailable to the Customer during the hours of 9am to 6pm (inclusive) on any Working Day.

5.8 The Customer acknowledges that the scope of the Services may be amended from time to time with or without notice.

6. Tenancy Builder

6.1 Subject to the provisions of clause 6.2 the Supplier shall use reasonable endeavours to make the Tenancy Builder with the Propertymark Templates pre-loaded available to any Customer that is validly Propertymark Protected and to any User that is a valid member of Propertymark and subject also to the Supplier knowing that this is the case.

6.2 The Customer warrants that if any User uses the Tenancy Builder with the Propertymark Templates pre-loaded that either:

(a) the Customer is validly Propertymark Protected; or

(b) that particular User is a valid member of Propertymark

and the Customer further warrants that if for whatever reason that particular User ceases to be a valid member of Propertymark and the Customer either ceases to be Propertymark Protected or has never been Propertymark Protected that any use of the Tenancy Builder by that particular User shall immediately cease.

6.3 The Customer acknowledges and agrees that the Supplier accepts no liability for any use of the Tenancy Builder and that it is simply producing an assured shorthold tenancy supplied by Propertymark from time to time.

6.4 The Customer further acknowledges and agrees that the Tenancy Builder is only available for so long as the Supplier has a licence to use the form of assured shorthold tenancy document supplied by Propertymark which may be withdrawn at any time.

6.5 The Supplier gives no warranty for the contents of such assured shorthold tenancy document at any time.

7. Customer Responsibilities

7.1 The Customer is responsible for identifying which (if any) Documents are required to be included in a Tenancy Information Pack.

7.2 The Customer is responsible for ensuring that any time limits and methods of service relating to the provision or delivery of Documents to any third party in respect of a Tenancy are complied with.

7.3 The Customer is responsible for all information inputted into the Tenancy Builder.

7.4 The Customer is responsible for arranging for proper execution and completion of any assured shorthold tenancy that is created by the Tenancy Builder.

7.5 The Customer warrants that the System will only be used in respect of assured shorthold tenancies of privately rented properties in England.

7.7 The Customer must not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Services, the Supplier's programs or materials available to any third party unless expressly permitted under the terms of this Agreement.

7.8 Subject only to limitations imposed by law the Supplier retains the right to view all data held in the System.

7.9 The Customer warrants that if a User opts to send a Tenancy Information Pack or an assured shorthold tenancy by email it has obtained permission from the recipient to send documents to the recipient by email.

8. Data Retrieval

8.1 At the Customer's request (which must be received on or before the expiry or sooner determination of this Agreement) the Supplier may permit the Customer to access the Agent Portal for a period of 30 days after the termination or expiry of this Agreement for the sole purpose of reviewing (and only to the extent necessary to retrieve) a file of the Customer's data in the System. The Customer acknowledges and agrees that the Supplier has no obligation to retain the Customer's data nor to provide a copy of that data to the Customer or to any other party and that the Customer's data may be deleted after 30 days following the expiry or sooner determination of this Agreement.

9. Liability and Warranties

9.1 The Supplier shall use a commercially reasonable level of skill and care to provide the Services.

9.2 Except as expressly set out in this Agreement the Supplier does not make any warranty or representation to the Customer about the Services and (without limitation) the Supplier does not provide any representation or warranty regarding any of the following: (1) the storage of data; (2) the scope of the Services; (3) the function reliability or availability of the Services; (4) that the Services will be uninterrupted, timely, secure or error-free; (5) that the Services are appropriate for the Customer's needs; (6) that errors in the Services or the System will be corrected; or (7) that the Services comply with legal requirements.

9.3 The Customer acknowledges and agrees that subject to the Supplier complying with its obligations as set out in clause 9.1:

(a) the Supplier provides the Services and, if applicable, the templates within the Tenancy Builder "as is" and "as available"; and

(b) to the extent permitted by law all warranties whether express or implied (including those that are implied by law) are excluded save for those given by the Customer as set out in clause 6.2 and 9.7; and

(c) to the extent permitted by law the Supplier is not liable for any lost profits, revenues or data, financial losses or indirect, special, consequential, exemplary or punitive damages suffered by the Customer; and

(d) any material that is downloaded or otherwise obtained through the Customer's use of the System is done so at the Customer's own discretion and risk and the Customer is solely responsible for any damage to the Customer's computer or other device or loss of data that results from the download of any such material.

9.4 Notwithstanding any provision to the contrary (save in each case as set out at clause 9.5) the liability of the Supplier to the Customer shall be limited to the aggregate amount of any fee paid by the Customer in the then current term of this Agreement and the Supplier shall not be liable to the Customer for any and all of the following:

(a) indirect loss of the Customer;

(b) consequential loss of the Customer;

(c) loss of profit of the Customer;

(d) loss of business of the Customer; and

(e) loss of revenue of the Customer.

9.5 Nothing in this Agreement shall be construed as attempting to limit or exclude the liability of any party in respect of injury to, or the death of, any person caused by any wilful or negligent act or omission of any party, its officers, employees, agents or subcontractors, or for fraud or fraudulent misrepresentation or the deliberate default or wilful misconduct of that party, its employees or agents or subcontractors.

9.6 Except for actions for non-payment or breach of the Supplier's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued.

9.7 The Customer warrants and undertakes that its use of the System:

(a) will not infringe any third party's intellectual property rights;

(b) will not violate any applicable law, statute or subordinate legislation; and

(c) will not introduce onto the System any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.The Customer indemnifies the Supplier for any losses it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 9.7.

9.8 The Customer acknowledges that as between the Customer and the Supplier, the internet subdomain ("Subdomain") on which (amongst others) the Agent Portal and the Tenant Portal are hosted remains the absolute property of the Supplier and the Customer has no right to assign, sublet or to otherwise transfer the Subdomain. The Customer indemnifies the Supplier for any losses that it may incur (including legal costs and expenses) as a result of a breach by the Customer of this clause 9.8.

9.9 The Customer warrants that there are no actions, suits or proceedings or regulatory investigations pending or, to that individual's knowledge, threatened against or affecting that party before any court or administrative body or arbitration tribunal that might affect the ability of the Customer to meet and carry out its obligations under this Agreement;

10. Law Prevails

10.1 Nothing in these Terms is intended to exclude or to limit any condition, warranty, right or liability that may not be lawfully excluded or limited. Accordingly only those limitations that are lawful in England and Wales will apply and the Supplier's liability is limited to the maximum extent permitted by law.

11. Third Parties

11.1 From time to time the Supplier may engage certain affiliates or other third parties to provide technical or other services relating to all or part of the Service to the Customer, and the Customer agrees that such third party involvement is acceptable. Without limitation the Customer acknowledges and agrees that the Supplier has no liability in relation to the accuracy or completeness of any Document imported from a third party system into the System.

11.2 The parties do not intend that any of the provisions of this Agreement shall be enforceable by any third party pursuant to the Contracts (Rights of Third Parties) Act 1999.

11.3 The Supplier may from time to time include as part of the Services and/or the Software computer software that is supplied by third parties which is utilised by permission of the respective licensors and/or copyright holders on the terms provided by such parties. The Supplier expressly disclaims any warranty or other assurance to the Customer regarding such third party software.

11.4 Except as required by law or pursuant to any regulation or as requested or required by any competent authority the Supplier will not make details of any Tenancy available to any third party without the prior written consent of the Customer.

11.5 If the Customer uses the System as part of software provided by a third party the Supplier expressly disclaims any warranty or other assurance to the Customer regarding such third party software.

11.6 If the System is integrated into any other software system ("Other System") owned or used by the Customer, the Supplier shall use its reasonable endeavours to ensure that the System works with the Other System but the Supplier is neither responsible for:

(i) the functioning or availability of the Other System; nor

(ii) any effect of the integration on the Customer's use of the Other System including (without limitation) any data held on the Other System.

12. Data Transmission

12.1 The Customer and the Supplier acknowledge that for the purposes of the Data Protection Act 1998, the Customer is the data controller and the Supplier is the data processor of any Personal Data.

12.2 The Supplier shall process the Personal Data in accordance with the Customer's instructions from time to time and shall not process the Personal Data for any other purpose save as explicitly set out in this Agreement.

12.3 The Supplier will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data.

12.4 The Service is available in England but (subject in all cases to the provisions of clause 12.5) the Supplier's data processing operations may take place on servers that are hosted in various locations around the world. The Customer acknowledges that:

(a) in using the Service, the Supplier may be sending electronic communications (including the Customer's account information and data), through computer networks owned by the Supplier and/or third parties located in England and Wales and/or other countries; and

(b) as a result of such communication, the Customer's use of the Service will likely result in international data transmissions, and the Customer's use of the Service shall constitute the Customer's consent to permit such transmissions.

12.5 Personal Data for Customers within the European Economic Area shall not be transferred to a country or territory outside the European Economic Area unless that country or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal data.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties to this Agreement each irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising in any way in relation to this Agreement.

14. Entire Agreement

(a) This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements (written or oral) between the parties in relation to its subject-matter.

(b) Each party acknowledges that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

(c) Nothing in this clause shall limit or exclude any liability for fraud.

15 Intellectual Property

15.1The Customer acknowledges and agrees that all intellectual property rights in the Services and the Software and anything developed and delivered under this Agreement belong absolutely to the Supplier.

15.2The Customer agrees not to modify, copy or create derivative works of, decompile or otherwise attempt to reverse engineer or to extract source code from the Services or Software or any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), nor to access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to the Supplier unless (in each case) laws prohibit these restrictions or unless the Customer has the Supplier's prior written consent to do so. For the purposes of this clause 15.2 in order for written consent of the Supplier to be valid it must be provided by a director of the Supplier by letter to the Customer. The Customer indemnifies the Supplier for all costs, damages and losses arising directly or indirectly from the Customer's breach of this clause 15.2.

16. VAT

The fees payable by the Customer under this Agreement are expressed to be exclusive of VAT and the Customer shall simultaneously pay any VAT chargeable in respect of all taxable supplies to it under this Agreement.

17. Assignment etc.

17.1 The Supplier may at any time assign, novate, charge, subcontract or deal in any other manner with any or all of its rights and obligations under this Agreement, provided it gives written notice to the Customer.

17.2 The Customer may not assign this Agreement or give or transfer the services or an interest in them to another individual or entity and if the Customer grants a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or the System.

18. Severance

18.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

18.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

19. No partnership or agency

Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

20. Limitations on Use

20.1 Except as expressly provided for in this Agreement the Customer shall not copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services or Software in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means save that any Tenancy produced by the Tenancy Builder in accordance with the provisions of clause 6.2 may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted as the Customer so requires.

20.2 Pursuant to this Agreement the Services are only being made available to the Customer and the Agents that are authorised by the Customer. The Customer shall make every reasonable effort to prevent unauthorised third parties from accessing the Services.

21. Customer Logo and Name

21.1 The Customer hereby grants to the Supplier a non-exclusive licence to use the Customer's logo and name on its websites and general marketing materials for marketing purposes for the duration of the Term and for 1 month after the expiry of the Term.

22. Counterparts

22.1 This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.

23. Terms Apply

23.1 This Agreement shall apply save in the case (and to the extent) that the terms of this Agreement are disapplied or modified by a written agreement that has been signed by at least one director of each of the Customer and the Supplier.

24. Further Assurance

24.1 Each party shall at its own cost execute such further documents and do any and all such further things as may be necessary to implement and carry out the intent of this Agreement.